Sec Form 4 Filing - Platinum Eagle Acquisition LLC @ Platinum Eagle Acquisition Corp. - 2019-03-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Platinum Eagle Acquisition LLC 2. Issuer Name and Ticker or Trading Symbol Platinum Eagle Acquisition Corp. [ EAGL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O PLATINUM EAGLE ACQUISITION CORP., 2121 AVENUE OF THE STARS, SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2019 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) 03/13/2019 J( 2 ) 4,068,750 ( 1 ) ( 1 ) Class A Common Stock 4,068,750 $ 0 0 D ( 3 ) Private Placement Warrants $ 11.5 ( 4 ) 03/13/2019 J( 2 ) 2,333,333 ( 5 ) ( 5 ) Class A Common Stock 2,333,333 $ 0 0 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Platinum Eagle Acquisition LLC C/O PLATINUM EAGLE ACQUISITION CORP. 2121 AVENUE OF THE STARS, SUITE 2300 LOS ANGELES, CA90067 X See Remarks SAGANSKY JEFFREY C/O PLATINUM EAGLE ACQUISITION CORP. 2121 AVENUE OF THE STARS, SUITE 2300 LOS ANGELES, CA90067 X Chief Executive Officer Baker Eli C/O PLATINUM EAGLE ACQUISITION CORP. 2121 AVENUE OF THE STARS, SUITE 2300 LOS ANGELES, CA90067 President, CFO and Secretary Signatures Platinum Eagle Acquisition LLC /s/ Joel Rubinstein, Attorney-in-Fact 03/14/2019 Signature of Reporting Person Date Jeffrey Sagansky /s/ Joel Rubinstein, Attorney-in-Fact 03/14/2019 Signature of Reporting Person Date Eli Baker /s/ Joel Rubinstein, Attorney-in-Fact 03/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-222279) (the "Registration Statement") and have no expiration date. ( 2 )Represents a pro rata distribution from Platinum Eagle Acquisition LLC ("Sponsor") to its members. Messrs. Sagansky and Baker are members of Sponsor. ( 3 )The securities were held directly by Sponsor. Messrs. Sagansky and Baker are both members of Sponsor and share voting and dispositive control over the securities held by Sponsor. ( 4 )Each Private Placement Warrant ("PPW") is exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, as described under the heading "Description of Securities - Warrants - Private Placement Warrants" in the Registration Statement. ( 5 )The PPWs become exercisable 30 days after the completion of the Issuer's initial business combination and expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities - Warrants - Private Placement Warrants" in the Registration Statement.

Remarks: Sponsor may be deemed a director by deputization as a result of Jeffrey Sagansky, a member of Sponsor, serving on the board of directors of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.